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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 12, 2026
Thunder
Bridge Capital Partners V, Ltd.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43446 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
9912
Georgetown Pike, Suite D203
Great
Falls, Virginia |
|
22066 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(202)
431-0507
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
TBCVU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
TBCV |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share |
|
TBCVW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
August 14, 2026, Thunder Bridge Capital Partners V, Ltd. (the “Company”) consummated its initial public offering (the
“IPO”) of 30,015,000 units (the “Units”), including 3,915,000 Units issued pursuant to the full
exercise by the underwriter of its over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share
(“Class A Ordinary Share”), of the Company and one-third of one redeemable public warrant (the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,150,000.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-296759) (the “Registration Statement”):
| ● | an
Underwriting Agreement, dated August 12, 2026 (the “Underwriting Agreement”),
between the Company and Cantor Fitzgerald & Co. (“Cantor”), as representative
of the underwriters named therein (the “Underwriters”), attached hereto
as Exhibit 1.1 and incorporated herein by reference; |
| ● | Amended
and Restated Memorandum and Articles of Association of the Company, attached hereto as Exhibit
3.1 and incorporated herein by reference; |
| ● | a
Warrant Agreement, dated August 12, 2026, between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, attached hereto as Exhibit 4.1 and incorporated herein
by reference; |
| ● | an
Investment Management Trust Agreement, dated August 12, 2026, between the Company and Continental
Stock Transfer & Trust Company, as trustee, attached hereto as Exhibit 10.1 and incorporated
herein by reference; |
| ● | a
Letter Agreement, dated as of August 12, 2026, by and between the Company and TBCP V, LLC
(the “Sponsor”), attached hereto as Exhibit 10.2 and incorporated herein
by reference; |
| ● | Letter
Agreements, dated as of August 12, 2026, by and between the Company and each of its officers
and directors, the form of which is attached hereto as Exhibit 10.3 and incorporated herein
by reference; |
| ● | a
Registration Rights Agreement, dated August 12, 2026, among the Company, the Sponsor, Cantor
and certain security holders named therein, attached hereto as Exhibit 10.4 and incorporated
herein by reference; |
| ● | a
Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and
the Sponsor (the “Sponsor Private Placement Unit Purchase Agreement”),
attached hereto as Exhibit 10.5 and incorporated herein by reference; |
| ● | a
Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and
Cantor (the “Cantor Private Placement Unit Purchase Agreement” and together
with the Sponsor Private Placement Unit Purchase Agreement, the “Private Placement
Unit Purchase Agreements”), attached hereto as Exhibit 10.6 and incorporated herein
by reference; |
| ● | an
Administrative Services Agreement, dated August 12, 2026, between the Company and an affiliate of the Sponsor,
attached hereto as Exhibit 10.7 and incorporated herein by reference; |
| ● | an
Advisory Services Agreement, dated August 12, 2026, between the Company and Thunder Bridge
Capital, LLC, attached hereto as Exhibit 10.8 and incorporated herein by reference; and |
| ● | Indemnity
Agreements, dated August 12, 2026, between the Company and each of its directors and officers,
the form of which is attached hereto as Exhibit 10.9 and incorporated herein by reference. |
Item
3.02. Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreements, the Company completed the private sale of an
aggregate of 747,000 private placement units (the “Private Placement Units”) to the Sponsor and Cantor at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of approximately $7,470,000. The Private Placement
Units are identical to the Units sold in the IPO, subject to certain limited exceptions, and will be subject to transfer restrictions
until 30 days following the consummation of the Company’s initial business combination. The Private Placement Units were issued
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 12, 2026, in connection with the IPO, David Burg, Mary Anne Gillespie, Stewart J. Paperin and Allerd D. Stikker (together with
Gary A. Simanson, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Effective August 12, 2026, each of Ms. Gillespie and Messrs. Paperin and Stikker was also appointed to the audit committee of the Board,
with Mr. Stikker serving as the chair of the audit committee. Effective August 12, 2026, each of Mr. Paperin and Ms. Gillespie was also
appointed to the compensation committee of the Board, with Ms. Gillespie serving as the chair of the compensation committee. Effective
August 12, 2026, each of Ms. Gillespie and Messrs. Paperin and Stikker was also appointed to the nominating and corporate governance
committee of the Board, with Mr. Stikker serving as the chair of the nominating and corporate governance committee.
Each
of our Directors will hold office for a three-year term.
The
Company has entered into indemnity agreements with the Directors, Chief Executive Officer and Chief Financial Officer, each dated August
12, 2026. Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which
they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K
involving the Company.
Item
5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
August 12, 2026, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands. The terms of
the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item
8.01. Other Events.
A
total of $300,150,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, was placed into a segregated trust
account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest
earned on the funds held in the trust account that may be released to us for permitted withdrawals and to pay certain taxes, if any,
the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of
an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial
business combination within 24 months from the closing of the IPO, subject to applicable law.
On
August 12, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing the pricing of the IPO, which occurred on August 12, 2026. On August 14, 2026, the Company issued a press release, a copy
of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibits |
| |
|
| 1.1 |
|
Underwriting Agreement, dated August 12, 2026, between the Company and Cantor Fitzgerald & Co., as representative of the underwriters named therein. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated August 12, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Investment Management Trust Agreement, dated August 12, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.2 |
|
Letter Agreement, dated August 12, 2026, between the Company and TBCP V, LLC. |
| 10.3 |
|
Form of Letter Agreement, dated August 12, 2026, between the Company and each of its officers and directors. |
| 10.4 |
|
Registration Rights Agreement, dated August 12, 2026, among the Company, TBCP V, LLC, Cantor Fitzgerald & Co. and certain security holders named therein. |
| 10.5 |
|
Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and TBCP V, LLC. |
| 10.6 |
|
Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and Cantor Fitzgerald & Co. |
| 10.7 |
|
Administrative
Services Agreement, dated August 12, 2026, between the Company and an affiliate of TBCP V, LLC. |
| 10.8 |
|
Advisory Services Agreement, dated August 12, 2026, between the Company and Thunder Bridge Capital, LLC. |
| 10.9 |
|
Form of Indemnity Agreement, dated August 12, 2026, between the Company and each of its officers and directors. |
| 99.1 |
|
Press Release dated August 12, 2026. |
| 99.2 |
|
Press Release dated August 14, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Thunder
Bridge Capital Partners V, Ltd. |
| |
|
|
| Date: August 14, 2026 |
By: |
/s/
Gary A. Simanson |
| |
Name: |
Gary
A. Simanson |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Thunder
Bridge Capital Partners V, Ltd. Announces Pricing of $261 Million Initial Public Offering
Great
Falls, VA, Aug. 12, 2026 (GLOBE NEWSWIRE) -- Thunder Bridge Capital Partners V, Ltd. (the “Company”) announced today that
it priced its initial public offering of 26,100,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”)
and has been approved for trading under the ticker symbol “TBCVU” beginning August 13, 2026. Each unit consists of one Class
A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share of the Company at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “TBCV” and “TBCVW”
respectively. The offering is expected to close on August 14, 2026, subject to customary closing conditions.
The
Company is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business
combination in any industry, the Company intends to concentrate its search on high potential businesses based in the United States.
Cantor
Fitzgerald & Co. is acting as sole book-running manager for the offering. The Company has granted the underwriter a 45-day option
to purchase up to an additional 3,915,000 units to cover over-allotments, if any.
The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained by contacting Cantor Fitzgerald
& Co., Attention: Capital Markets,
110 East 59th Street, New York, New York 10022; Email: prospectus@cantor.com, or by accessing the SEC’s website, www.sec.gov.
A
registration statement relating to the securities was declared effective by the Securities and Exchange Commission on August 12, 2026.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
proposed initial public offering and the Company’s search for and/or completion of an initial business combination. No assurance
can be given that the offering will be completed on the terms described, or at all, or that the Company will complete an initial business
combination. Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary
prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of
these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contact
Gary
A. Simanson
gsimanson@thunderbridge.us
Exhibit 99.2
Thunder Bridge Capital Partners V, Ltd. Announces
Closing
of $300.15 Million Initial Public Offering, Including
Full Exercise of Over-Allotment Option
Great Falls, VA, August 14, 2026 – Thunder
Bridge Capital Partners V, Ltd. (the “Company”) announced today that it closed its initial public offering of 30,015,000 units
at $10.00 per unit, including 3,915,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option.
The units are listed on The Nasdaq Global Market (“Nasdaq”) and began trading under the ticker symbol “TBCVU”
on August 13, 2026. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to certain adjustments.
Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on
Nasdaq under the symbols “TBCV” and “TBCVW” respectively.
Of the proceeds received from the consummation
of the initial public offering and a simultaneous private placement of units, $300,150,000 was placed into the Company’s trust account.
An audited balance sheet of the Company as of August 14, 2026, reflecting receipt of the proceeds from the consummation of the initial
public offering and such private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company
with the Securities and Exchange Commission.
The Company is a special purpose acquisition company
formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, the Company
intends to concentrate its search on high potential businesses based in the United States.
Cantor Fitzgerald & Co. acted as sole book-running
manager for the offering.
The offering was made only by means of a prospectus.
Copies of the prospectus may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street,
New York, New York 10022; Email: prospectus@cantor.com, or by accessing the SEC’s website, www.sec.gov.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission on August 12, 2026. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering, the anticipated use of
the net proceeds thereof and the Company’s search for and/or completion of an initial business combination. No assurance can be
given that the net proceeds of the initial public offering will be used as indicated, or that the Company will complete an initial business
combination. Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus
for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies
of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contact
Gary A. Simanson
gsimanson@thunderbridge.us
